CITIZENS, INC. 10-Q

Item 1. FINANCIAL STATEMENTS CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Balance Sheets (In thousands) March 31, 2022 December 31, 2021 Assets (Unaudited) Investments: Fixed maturity securities available-for-sale, at fair value (amortized cost: $ 1,361,254 and $ 1,343,755 in 2022 and 2021, respectively) $ 1,355,410 1,470,617 Equity securities, at fair value 13,902 14,844 Policy loans 79,345 80,307 Other long-term investments (portion measured at fair value $ 62,564 and $ 56,038 in 2022 and 2021, respectively) 63,927 57,399 Total investments 1,512,584 1,623,167 Cash and cash equivalents 21,298 27,294 Accrued investment income 15,755 16,197 Reinsurance recoverable 3,574 5,539 Deferred policy acquisition costs 139,688 140,380 Cost of insurance acquired 10,528 10,611 Current federal income tax receivable 589 762 Property and equipment, net 14,088 14,074 Due premiums 8,971 10,748 Other assets (less allowance for losses of $ 109 and $ 111 in 2022 and 2021, respectively) 5,886 5,739 Total assets $ 1,732,961 1,854,511 See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 2 Table of Contents CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Balance Sheets, Continued (In thousands, except share amounts) March 31, 2022 December 31, 2021 Liabilities and Stockholders' Equity (Unaudited) Liabilities: Policy liabilities: Future policy benefit reserves: Life insurance $ 1,284,792 1,278,987 Annuities 85,662 83,918 Accident and health 766 784 Dividend accumulations 38,576 37,760 Premiums paid in advance 40,433 40,690 Policy claims payable 9,659 14,590 Other policyholders' funds 32,656 30,690 Total policy liabilities 1,492,544 1,487,419 Commissions payable 1,816 2,285 Deferred federal income tax payable 6,577 15,456 Payable for securities in process of settlement 3,815 — Other liabilities 31,307 28,780 Total liabilities 1,536,059 1,533,940 Commitments and contingencies ( Note 7 ) Stockholders' Equity: Common stock: Class A, no par value, 100,000,000 shares authorized, 53,532,873 and 53,170,413 shares issued and outstanding in 2022 and 2021, respectively, including shares in treasury of 3,135,738 in 2022 and 2021 267,442 265,561 Class B, no par value, 2,000,000 shares authorized, 1,001,714 shares issued and outstanding in 2022 and 2021, including shares in treasury of 1,001,714 in 2022 and 2021 3,184 3,184 Accumulated deficit ( 46,898 ) ( 45,565 ) Accumulated other comprehensive income (loss): Net unrealized gains (losses) on fixed maturity securities, net of tax ( 6,725 ) 117,492 Treasury stock, at cost ( 20,101 ) ( 20,101 ) Total stockholders' equity 196,902 320,571 Total liabilities and stockholders' equity $ 1,732,961 1,854,511 See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 3 Table of Contents CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) Three Months Ended March 31, (In thousands, except per share amounts) 2022 2021 Revenues: Premiums: Life insurance $ 37,746 37,642 Accident and health insurance 286 343 Property insurance 1,332 1,047 Net investment income 15,487 15,244 Investment related gains (losses), net ( 582 ) 292 Other income 1,088 915 Total revenues 55,357 55,483 Benefits and Expenses: Insurance benefits paid or provided: Claims and surrenders 28,434 30,589 Increase in future policy benefit reserves 6,569 5,232 Policyholders' dividends 1,353 1,306 Total insurance benefits paid or provided 36,356 37,127 Commissions 7,673 8,157 Other general expenses 11,030 11,382 Capitalization of deferred policy acquisition costs ( 4,781 ) ( 4,985 ) Amortization of deferred policy acquisition costs 5,817 6,183 Amortization of cost of insurance acquired 236 367 Total benefits and expenses 56,331 58,231 Income (loss) before federal income tax ( 974 ) ( 2,748 ) Federal income tax expense (benefit) 359 825 Net income (loss) ( 1,333 ) ( 3,573 ) Per Share Amounts: Basic and diluted earnings (losses) per share of Class A common stock ( 0.03 ) ( 0.07 ) Basic and diluted earnings (losses) per share of Class B common stock — ( 0.04 ) Other Comprehensive Income (Loss): Unrealized gains (losses) on fixed maturity securities: Unrealized holding gains (losses) arising during period ( 133,342 ) ( 55,898 ) Reclassification adjustment for losses (gains) included in net income (loss) 59 ( 35 ) Unrealized gains (losses) on fixed maturity securities, net ( 133,283 ) ( 55,933 ) Income tax expense (benefit) on unrealized gains (losses) on fixed maturity securities ( 9,066 ) 585 Other comprehensive income (loss) ( 124,217 ) ( 56,518 ) Total comprehensive income (loss) $ ( 125,550 ) ( 60,091 ) See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 4 Table of Contents CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Stockholders' Equity (Unaudited) Common Stock Accumulated deficit Accumulated other comprehensive income (loss) Treasury stock Total Stock-holders' equity (In thousands) Class A Class B Balance at December 31, 2021 $ 265,561 3,184 ( 45,565 ) 117,492 ( 20,101 ) 320,571 Comprehensive income (loss): Net income (loss) — — ( 1,333 ) — — ( 1,333 ) Unrealized investment gains (losses), net — — — ( 124,217 ) — ( 124,217 ) Total comprehensive income (loss) — — ( 1,333 ) ( 124,217 ) — ( 125,550 ) Common stock issuance 1,788 — — — — 1,788 Stock-based compensation 93 — — — — 93 Balance at March 31, 2022 $ 267,442 3,184 ( 46,898 ) ( 6,725 ) ( 20,101 ) 196,902 Balance at December 31, 2020 $ 262,869 3,184 ( 82,352 ) 128,255 ( 11,011 ) 300,945 Comprehensive income (loss): Net income (loss) — — ( 3,573 ) — — ( 3,573 ) Unrealized investment gains (losses), net — — — ( 56,518 ) — ( 56,518 ) Total comprehensive income (loss) — — ( 3,573 ) ( 56,518 ) — ( 60,091 ) Stock-based compensation ( 14 ) — — — — ( 14 ) Balance at March 31, 2021 $ 262,855 3,184 ( 85,925 ) 71,737 ( 11,011 ) 240,840 See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 5 Table of Contents CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three Months Ended March 31, (In thousands) 2022 2021 Cash flows from operating activities: Net income (loss) $ ( 1,333 ) ( 3,573 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Investment related (gains) losses on sale of investments and other assets 582 ( 292 ) Net deferred policy acquisition costs 1,036 1,198 Amortization of cost of insurance acquired 236 367 Depreciation 153 308 Amortization of premiums and discounts on investments 1,386 1,323 Stock-based compensation 132 76 Deferred federal income tax expense (benefit) 187 ( 432 ) Change in: Accrued investment income 442 275 Reinsurance recoverable 1,965 1,410 Due premiums 1,777 1,771 Future policy benefit reserves 6,494 5,185 Other policyholders' liabilities ( 2,406 ) 4,528 Federal income tax payable 172 1,257 Commissions payable and other liabilities 1,489 ( 11,317 ) Other, net ( 172 ) ( 275 ) Net cash provided by (used in) operating activities 12,140 1,809 Cash flows from investing activities: Purchases of fixed maturity securities, available-for-sale ( 26,050 ) ( 37,294 ) Sales of fixed maturity securities, available-for-sale 1,100 4,445 Maturities and calls of fixed maturity securities, available-for-sale 10,435 14,376 Principal payments on mortgage loans 2 4 (Increase) decrease in policy loans, net 962 644 Sales of other long-term investments 1,681 15,089 Purchases of other long-term investments ( 7,940 ) ( 4,619 ) Purchases of property and equipment ( 34 ) ( 15 ) Purchases of short-term investments ( 5 ) — Net cash provided by (used in) investing activities ( 19,849 ) ( 7,370 ) See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 6 Table of Contents CITIZENS, INC. AND CONSOLIDATED SUBSIDIARIES Consolidated Statements of Cash Flows, Continued (Unaudited) Three Months Ended March 31, (In thousands) 2022 2021 Cash flows from financing activities: Annuity deposits $ 2,227 2,431 Annuity withdrawals ( 2,263 ) ( 2,329 ) Acquisition of treasury stock — ( 9,090 ) Issuance of common stock 1,788 — Other ( 39 ) ( 89 ) Net cash provided by (used in) financing activities 1,713 ( 9,077 ) Net increase (decrease) in cash and cash equivalents ( 5,996 ) ( 14,638 ) Cash and cash equivalents at beginning of year 27,294 34,131 Cash and cash equivalents at end of period $ 21,298 19,493 SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES: During the three months ended March 31, 2022 and 2021, various fixed maturity issuers exchanged securities with book values of $ 0.6 million and $ 2.0 million, respectively, for securities of equal value. The Company had $ 3.8 million net unsettled security trades at March 31, 2022 and $ 0.7 million at March 31, 2021. The Company accrued purchases of property and equipment of $ 0.8 million as of March 31, 2021 and recorded none as of March 31, 2022. The Company recognized right-of-use assets of $ 0.4 million in exchange for new operating lease liabilities during the three months ended March 31, 2022 and none during the three months ended March 31, 2021. See accompanying Notes to Consolidated Financial Statements. March 31, 2022 | 10-Q 7 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (1) FINANCIAL STATEMENTS BASIS OF PRESENTATION AND CONSOLIDATION The consolidated financial statements include the accounts and operations of Citizens, Inc. ("Citizens" or the "Company"), a Colorado corporation, and its wholly-owned subsidiaries, CICA Life Insurance Company of America ("CICA"), CICA Life Ltd. ("CICA International"), Citizens National Life Insurance Company ("CNLIC"), Security Plan Life Insurance Company ("SPLIC"), Security Plan Fire Insurance Company ("SPFIC"), Magnolia Guaranty Life Insurance Company ("MGLIC") and Computing Technology, Inc. ("CTI"). All significant inter-company accounts and transactions have been eliminated. Citizens and its wholly-owned subsidiaries are collectively referred to as the "Company", "it", "we", "us" or "our". The consolidated balance sheet as of March 31, 2022, the consolidated statements of operations and comprehensive income (loss) and stockholders' equity for the three months ended March 31, 2022 and March 31, 2021 and the consolidated statements of cash flows for the three months ended March 31, 2022 and March 31, 2021 have been prepared by the Company without audit and are not subject to audit. In the opinion of management, all normal and recurring adjustments to present fairly the financial position, results of operations, and changes in cash flows at March 31, 2022 and for comparative periods have been made. The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP") for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission ("SEC"). Accordingly, the consolidated financial statements do not include all the information and footnotes required for complete financial statements and should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Form 10-K"). Operating results for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for a full year or any future period. Our Life Insurance segment operates through CICA International, CICA and CNLIC. Our international life insurance business, which operates through CICA International, issues U.S. dollar-denominated endowment contracts internationally, which are principally accumulation contracts that incorporate an element of life insurance protection and ordinary whole life insurance in U.S. dollar-denominated amounts sold to non-U.S. residents. These contracts are designed to provide a fixed amount of insurance coverage over the life of the insured and may utilize rider benefits to provide additional increasing or decreasing coverage and annuity benefits to enhance accumulations. Our domestic life insurance business operates through CICA and CNLIC. CICA issues credit life and disability policies and CNLIC issues ordinary whole life policies mainly in Texas and Florida and services whole life and accident and health policies primarily in the Southern U.S., Midwest and Mountain West. Our Home Service Insurance segment operates through our subsidiaries SPLIC, MGLIC and SPFIC, and focuses on the life insurance needs of the middle- and lower-income markets, primarily in Louisiana, Mississippi and Arkansas. Our products in this segment consist primarily of small face amount ordinary whole life, industrial life and pre-need policies, which are designed to fund final expenses for the insured, primarily consisting of funeral and burial costs as well as property insurance policies, which cover dwelling and contents. CTI provides data processing systems and services to the Company. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. March 31, 2022 | 10-Q 8 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) Significant estimates include those used in the evaluation of credit allowances on fixed maturity securities, actuarially determined assets and liabilities and assumptions and valuation allowance on deferred tax assets. Certain of these estimates are particularly sensitive to market conditions, and deterioration and/or volatility in the worldwide debt or equity markets could have a material impact on the consolidated financial statements. SIGNIFICANT ACCOUNTING POLICIES For a description of our significant accounting policies, see Part IV, Item 15, Note 1. Summary of Significant Accounting Policies in the notes to our consolidated financial statements included in our Form 10-K , which should be read in conjunction with these accompanying consolidated financial statements. (2) ACCOUNTING PRONOUNCEMENTS ACCOUNTING STANDARDS NOT YET ADOPTED In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-12, Financial Services-Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts. This ASU amends four key areas of the accounting and impacts disclosures for long-duration insurance and investment contracts: • Requires updated assumptions for liability measurement. Assumptions used to measure the liability for traditional insurance contracts, which are typically determined at contract inception, will now be reviewed at least annually, and, if there is a change, updated, with the effect recorded in net income; • Standardizes the liability discount rate. The liability discount rate will be a market-observable discount rate (upper-medium grade fixed-income instrument yield), with the effect of rate changes recorded in other comprehensive income; • Provides greater consistency in measurement of market risk benefits. The two previous measurement models have been reduced to one measurement model (fair value), resulting in greater uniformity across similar market-based benefits and better alignment with the fair value measurement of derivatives used to hedge capital market risk; • Simplifies amortization of deferred acquisition costs ("DAC"). Previous earnings-based amortization methods have been replaced with a more level amortization basis; and • Requires enhanced disclosures. The new disclosures include rollforwards and information about significant assumptions and the effects of changes in those assumptions. For calendar-year public companies, the changes will be effective on January 1, 2023, however, early adoption is permitted. We will adopt this ASU effective January 1, 2023 with a transition date of January 1, 2021 using a modified retrospective approach. We continue to make progress in our implementation process that includes, but is not limited to, making significant accounting policy decisions, employing appropriate internal controls, building and updating actuarial models and systems, revising reporting processes and developing informative qualitative and quantitative disclosures. In 2022, we will begin the process of calculating our transition adjustments and preparing for the restatement of applicable periods. We are currently evaluating the impact of adopting this ASU on our consolidated financial condition and results of operations and will be able to better assess the effects as we progress with our implementation efforts. While it is not possible to estimate the expected impact of adoption at this time, the Company believes there is a reasonable possibility that implementation this ASU may result in a material impact to accumulated other comprehensive income and future earnings patterns. No other new accounting pronouncements issued or effective during the year had, or is expected to have, a material impact on our consolidated financial statements. March 31, 2022 | 10-Q 9 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (3) SEGMENT INFORMATION The Company has two reportable segments: Life Insurance and Home Service Insurance. Our Life Insurance segment primarily issues endowment contracts, which are principally accumulation contracts that incorporate an element of life insurance protection and ordinary whole life insurance, to non-U.S. residents through CICA International These contracts are designed to provide a fixed amount of insurance coverage over the life of the insured and may utilize rider benefits to provide additional coverage and annuity benefits to enhance accumulations. CICA issues credit life and disability and accident and health related policies throughout the Midwest and southern U.S. CNLIC issues ordinary whole life in Florida. Our Home Service Insurance segment operates through our subsidiaries SPLIC, MGLIC and SPFIC, and focuses on the life insurance needs of the middle- and lower-income markets, primarily in Louisiana, Mississippi and Arkansas. Our policies are sold and serviced through funeral homes and independent agents who sell policies, collect premiums and service policyholders. Our Home Service Insurance segment also sells property insurance policies in Louisiana and Arkansas. The Life Insurance and Home Service Insurance portions of the company constitute separate businesses. The Company also operates other non-insurance portions of the Company ("Other Non-Insurance Enterprises"), which primarily include the Company’s IT and corporate-support functions that are included in the tables presented below to properly reconcile the segment information with the consolidated financial statements of the Company. The Company's Other Non-Insurance Enterprises are the only reportable difference between segments and consolidated operations. The accounting policies of the reportable segments and Other Non-Insurance Enterprises are presented in accordance with U.S. GAAP and are the same as those used in the preparation of the consolidated financial statements. The Company evaluates profit and loss performance based on U.S. GAAP income or loss before federal income taxes for its two reportable segments. March 31, 2022 | 10-Q 10 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated Three Months Ended March 31, 2022 (In thousands) Revenues: Premiums $ 26,931 12,433 — 39,364 Net investment income 11,971 3,244 272 15,487 Investment related gains (losses), net ( 293 ) ( 242 ) ( 47 ) ( 582 ) Other income 1,088 — — 1,088 Total revenues 39,697 15,435 225 55,357 Benefits and expenses: Insurance benefits paid or provided: Claims and surrenders 21,458 6,976 — 28,434 Increase in future policy benefit reserves 5,130 1,439 — 6,569 Policyholders' dividends 1,350 3 — 1,353 Total insurance benefits paid or provided 27,938 8,418 — 36,356 Commissions 3,806 3,867 — 7,673 Other general expenses 5,691 4,350 989 11,030 Capitalization of deferred policy acquisition costs ( 3,306 ) ( 1,475 ) — ( 4,781 ) Amortization of deferred policy acquisition costs 4,482 1,335 — 5,817 Amortization of cost of insurance acquired 56 180 — 236 Total benefits and expenses 38,667 16,675 989 56,331 Income (loss) before federal income tax expense $ 1,030 ( 1,240 ) ( 764 ) ( 974 ) March 31, 2022 | 10-Q 11 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) Life Insurance Home Service Insurance Other Non-Insurance Enterprises Consolidated Three Months Ended March 31, 2021 (In thousands) Revenues: Premiums $ 27,063 11,969 — 39,032 Net investment income 11,598 3,345 301 15,244 Investment related gains (losses), net ( 108 ) 223 177 292 Other income 913 2 — 915 Total revenues 39,466 15,539 478 55,483 Benefits and expenses: Insurance benefits paid or provided: Claims and surrenders 23,270 7,319 — 30,589 Increase in future policy benefit reserves 3,658 1,574 — 5,232 Policyholders' dividends 1,296 10 — 1,306 Total insurance benefits paid or provided 28,224 8,903 — 37,127 Commissions 4,231 3,926 — 8,157 Other general expenses 5,226 3,794 2,362 11,382 Capitalization of deferred policy acquisition costs ( 3,561 ) ( 1,424 ) — ( 4,985 ) Amortization of deferred policy acquisition costs 5,348 835 — 6,183 Amortization of cost of insurance acquired 104 263 — 367 Total benefits and expenses 39,572 16,297 2,362 58,231 Income (loss) before federal income tax expense $ ( 106 ) ( 758 ) ( 1,884 ) ( 2,748 ) March 31, 2022 | 10-Q 12 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (4) STOCKHOLDERS' EQUITY AND RESTRICTIONS STOCK Our Restated and Amended Articles of Incorporation authorize the issuance of 127,000,000 shares, of which 100,000,000 shares shall be Class A common stock, 2,000,000 shares shall be Class B common stock, and 25,000,000 shall be preferred stock. The two authorized classes of common stock are equal in all respects, except (a) each share of Class A common stock is entitled to receive twice the cash dividends paid on a per share basis to the Class B common stock, if any; and (b) the holders of the Class B common stock have the exclusive right to elect a simple majority of the board of Directors of Citizens. In April 2021, we repurchased all of the outstanding Class B common stock, which is now classified as treasury stock. As a result, all of the directors are elected by the holders of the Class A common stock. Citizens has never issued any preferred stock. EARNINGS PER SHARE The following tables set forth the computation of basic and diluted earnings (loss) per share. Three Months Ended March 31, 2022 2021 (In thousands, except per share amounts) Basic and diluted earnings (loss) per share: Numerator: Net income (loss) $ ( 1,333 ) ( 3,573 ) Net income (loss) allocated to Class A common stock $ ( 1,333 ) ( 3,537 ) Net income (loss) allocated to Class B common stock — ( 36 ) Net income (loss) $ ( 1,333 ) ( 3,573 ) Denominator: Weighted average shares of Class A outstanding - basic 50,236 49,549 Weighted average shares of Class A outstanding - diluted 50,906 50,116 Weighted average shares of Class B outstanding - basic and diluted — 1,002 Basic and diluted earnings (loss) per share of Class A common stock $ ( 0.03 ) ( 0.07 ) Basic and diluted earnings (loss) per share of Class B common stock — ( 0.04 ) CAPITAL AND SURPLUS Each of our regulated insurance subsidiaries is required to meet stipulated regulatory capital requirements. These include capital requirements imposed by the U.S. National Association of Insurance Commissioners ("NAIC") and the Bermuda Monetary Authority ("BMA"). All insurance subsidiaries exceeded the minimum capital requirements at March 31, 2022. In order to minimize the risk of a shortfall in capital arising from an unexpected adverse deviation or excess risk, the BMA has established a threshold capital level (termed the Target Capital Level ("TCL")), which is set at 120% of a company’s enhanced capital requirement. The TCL serves as an early warning tool for the BMA. As of March 31, 2022, CICA International was above the TCL threshold. At the request of the BMA, on April 15, 2021, Citizens and CICA International entered into a Keep Well Agreement. The Keep Well Agreement requires Citizens to contribute up to $ 10 million in capital to CICA International as necessary to ensure that CICA International has a minimum capital level of 120% (equal to the TCL). Since CICA International’s capital level currently exceeds 120 %, Citizens is not currently required to make a capital contribution. March 31, 2022 | 10-Q 13 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (5) INVESTMENTS The Company invests primarily in fixed maturity securities, which totaled 88.4 % of total cash and invested assets at March 31, 2022, as shown below. Carrying Value (In thousands, except for %) March 31, 2022 December 31, 2021 Amount % Amount % Cash and invested assets: Fixed maturity securities $ 1,355,410 88.4 % 1,470,617 89.0 % Equity securities 13,902 0.9 % 14,844 0.9 % Policy loans 79,345 5.2 % 80,307 4.9 % Other long-term investments 63,927 4.2 % 57,399 3.5 % Cash and cash equivalents 21,298 1.3 % 27,294 1.7 % Total cash and invested assets $ 1,533,882 100.0 % 1,650,461 100.0 % The following tables represent the amortized cost, gross unrealized gains and losses and fair value of fixed maturity securities as of the dates indicated. Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2022 (In thousands) Fixed maturity securities: Available-for-sale: U.S. Treasury securities $ 9,494 681 5 10,170 U.S. Government-sponsored enterprises 3,456 693 — 4,149 States and political subdivisions 354,513 13,363 9,481 358,395 Corporate: Financial 220,033 4,394 9,036 215,391 Consumer 227,963 7,180 12,375 222,768 Energy 76,884 1,684 1,905 76,663 All other 305,831 7,191 13,714 299,308 Residential mortgage-backed 117,848 5,549 235 123,162 Asset-backed 45,131 268 102 45,297 Foreign governments 101 6 — 107 Total fixed maturity securities $ 1,361,254 41,009 46,853 1,355,410 March 31, 2022 | 10-Q 14 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value December 31, 2021 (In thousands) Fixed maturity securities: Available-for-sale: U.S. Treasury securities $ 9,515 1,097 1 10,611 U.S. Government-sponsored enterprises 3,463 996 — 4,459 States and political subdivisions 356,594 28,056 692 383,958 Corporate: Financial 213,652 22,477 172 235,957 Consumer 219,223 23,658 900 241,981 Energy 76,989 7,334 68 84,255 All other 302,141 29,855 1,181 330,815 Residential mortgage-backed 117,755 16,046 6 133,795 Asset-backed 44,322 368 14 44,676 Foreign governments 101 9 — 110 Total fixed maturity securities $ 1,343,755 129,896 3,034 1,470,617 Most of the Company's equity securities are diversified stock and bond mutual funds. Fair Value (In thousands) March 31, 2022 December 31, 2021 Equity securities: Stock mutual funds $ 3,476 3,571 Bond mutual funds 4,880 5,060 Common stock 957 990 Non-redeemable preferred stock 10 161 Non-redeemable preferred stock fund 4,579 5,062 Total equity securities $ 13,902 14,844 VALUATION OF INVESTMENTS Available-for-sale ("AFS") fixed maturity securities are reported in the consolidated financial statements at fair value. Equity securities are measured at fair value with the change in fair value recorded through net income. The Company recognized net investment related losses of $ 0.8 million on equity securities held for the three months ended March 31, 2022 and gains of $ 0.3 million for the same period ended March 31, 2021. The Company considers several factors in its review and evaluation of individual investments, using the process described in Part IV, Item 15, Note 2. Investments in the notes to the consolidated financial statements of our Form 10-K to determine whether a credit loss impairment exists. For the three months ended March 31, 2022 and 2021, the Company recorded no credit valuation losses on fixed maturity securities. March 31, 2022 | 10-Q 15 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) The following tables present the fair values and gross unrealized losses of fixed maturity securities that are not deemed to have credit losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position at March 31, 2022 and December 31, 2021. March 31, 2022 Less than 12 months Greater than 12 months Total (In thousands, except for # of securities) Fair Value Unrealized Losses # of Securities Fair Value Unrealized Losses # of Securities Fair Value Unrealized Losses # of Securities Fixed maturity securities: Available-for-sale securities: U.S. Treasury securities $ 68 5 2 — — — 68 5 2 States and political subdivisions 93,810 9,274 103 807 207 2 94,617 9,481 105 Corporate: Financial 100,331 8,800 124 1,075 236 1 101,406 9,036 125 Consumer 118,748 11,657 139 3,348 718 7 122,096 12,375 146 Energy 30,597 1,905 37 — — — 30,597 1,905 37 All Other 139,085 11,752 187 8,747 1,962 6 147,832 13,714 193 Residential mortgage-backed 4,793 235 14 — — — 4,793 235 14 Asset-backed 21,315 99 24 662 3 1 21,977 102 25 Total fixed maturity securities $ 508,747 43,727 630 14,639 3,126 17 523,386 46,853 647 December 31, 2021 Less than 12 months Greater than 12 months Total (In thousands, except for # of securities) Fair Value Unrealized Losses # of Securities Fair Value Unrealized Losses # of Securities Fair Value Unrealized Losses # of Securities Fixed maturity securities: Available-for-sale securities: U.S. Government-sponsored enterprises $ 72 1 2 — — — 72 1 2 States and political subdivisions 21,715 692 15 — — — 21,715 692 15 Corporate: Financial 8,059 86 15 1,227 86 1 9,286 172 16 Consumer 29,494 777 28 2,419 123 1 31,913 900 29 Energy 7,381 68 8 — — — 7,381 68 8 All Other 33,384 781 30 4,523 400 4 37,907 1,181 34 Residential mortgage-backed 1,084 6 6 — — — 1,084 6 6 Asset-backed 9,078 12 11 663 2 1 9,741 14 12 Total fixed maturity securities $ 110,267 2,423 115 8,832 611 7 119,099 3,034 122 In each category of our fixed maturity securities described above, we do not intend to sell our investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. These unrealized losses on fixed maturity securities are due to noncredit-related factors, including interest rate sensitivity and other market conditions, which have little bearing on the recoverability of our investments, hence they are not recognized as credit losses. The fair value is expected to recover as the securities approach maturity or if market yields for such investments decline. While the losses are currently unrealized, we March 31, 2022 | 10-Q 16 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) continue to monitor all fixed maturity securities on an ongoing basis as future information may become available which could result in an allowance being recorded. The amortized cost and fair value of fixed maturity securities at March 31, 2022 by contractual maturity are shown in the table below. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Securities not due at a single maturity date have been reflected based upon final stated maturity. March 31, 2022 Amortized Cost Fair Value (In thousands) Fixed maturity securities: Due in one year or less $ 43,909 44,649 Due after one year through five years 110,505 113,784 Due after five years through ten years 214,028 221,903 Due after ten years 992,812 975,074 Total fixed maturity securities $ 1,361,254 1,355,410 The Company uses the specific identification method of the individual security to determine the cost basis used in the calculation of realized gains and losses related to security sales. Three Months Ended Fixed Maturity Securities, Available-for-Sale March 31, (In thousands) 2022 2021 Proceeds $ 1,100 7,254 Gross realized gains $ — 100 Gross realized losses $ — 1 The Company sold 1 and 18 AFS fixed maturity securities during the three months ended March 31, 2022 and 2021, respectively. (6) FAIR VALUE MEASUREMENTS Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We hold AFS fixed maturity securities, which are carried at fair value. We also report our equity securities and other long-term investments at fair value with changes in fair value reported through the consolidated statements of operations and comprehensive income (loss). Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. All assets and liabilities carried at fair value are required to be classified and disclosed in one of the following three categories: • Level 1 - Quoted prices for identical instruments in active markets. • Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs or March 31, 2022 | 10-Q 17 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) whose significant value drivers are observable. • Level 3 - Instruments whose significant value drivers are unobservable. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as U.S. Treasury securities and actively traded mutual fund and stock investments. Level 2 includes those financial instruments that are valued by independent pricing services or broker quotes. These pricing models are primarily industry-standard models that consider various inputs, such as interest rates, credit spreads and foreign exchange rates for the underlying financial instruments. All significant inputs are observable or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace. Financial instruments in this category primarily include corporate securities, U.S. Government-sponsored enterprise securities, securities issued by states and political subdivisions and certain mortgage and asset-backed securities. Level 3 is comprised of financial instruments whose fair value is estimated based on non-binding broker prices utilizing significant inputs not based on or corroborated by readily available market information. We have no investments in this category. The following tables set forth our assets that are measured at fair value on a recurring basis as of the dates indicated. March 31, 2022 Level 1 Level 2 Level 3 Total Fair Value (In thousands) Financial Assets Fixed maturity securities available-for-sale U.S. Treasury and U.S. Government-sponsored enterprises $ 10,170 4,149 — 14,319 States and political subdivisions — 358,395 — 358,395 Corporate 50 814,080 — 814,130 Residential mortgage-backed — 123,162 — 123,162 Asset-backed — 45,297 — 45,297 Foreign governments — 107 — 107 Total fixed maturity securities available-for-sale 10,220 1,345,190 — 1,355,410 Equity securities Stock mutual funds 3,476 — — 3,476 Bond mutual funds 4,880 — — 4,880 Common stock 957 — — 957 Non-redeemable preferred stock 10 — — 10 Non-redeemable preferred stock fund 4,579 — — 4,579 Total equity securities 13,902 — — 13,902 Other long-term investments (1) — — — 62,564 Total financial assets $ 24,122 1,345,190 — 1,431,876 (1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. March 31, 2022 | 10-Q 18 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) December 31, 2021 Level 1 Level 2 Level 3 Total Fair Value (In thousands) Financial Assets Fixed maturity securities available-for-sale U.S. Treasury and U.S. Government-sponsored enterprises $ 10,611 4,459 — 15,070 States and political subdivisions — 383,958 — 383,958 Corporate 51 892,957 — 893,008 Residential mortgage-backed — 133,795 — 133,795 Asset-backed — 44,676 — 44,676 Foreign governments — 110 — 110 Total fixed maturity securities available-for-sale 10,662 1,459,955 — 1,470,617 Equity securities Stock mutual funds 3,571 — — 3,571 Bond mutual funds 5,060 — — 5,060 Common stock 990 — — 990 Non-redeemable preferred stock 161 — — 161 Non-redeemable preferred stock fund 5,062 — — 5,062 Total equity securities 14,844 — — 14,844 Other long-term investments (1) — — — 56,038 Total financial assets $ 25,506 1,459,955 — 1,541,499 (1) In accordance with Subtopic 820-10, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient are not classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the consolidated balance sheet. FINANCIAL INSTRUMENTS VALUATION FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE Fixed maturity securities, available-for-sale. At March 31, 2022, fixed maturity securities, valued using a third-party pricing source, totaled $ 1.3 billion for Level 2 assets and comprised 93.9 % of total reported fair value of our financial assets. The Level 1 and Level 2 valuations are reviewed and updated quarterly through testing by comparisons to separate pricing models, other third-party pricing services, and back tested to recent trades. In addition, we obtain information annually relative to the third-party pricing models and review model parameters for reasonableness. There were no Level 3 assets at March 31, 2022. For the three months ended March 31, 2022, there were no material changes to the valuation methods or assumptions used to determine fair values, and no broker or third-party prices were changed from the values received. Equity securities. Our equity securities are classified as Level 1 assets as their fair values are based upon quoted market prices. Limited partnerships. The Company considers the net asset value ("NAV") to represent the value of the investment fund and is measured by the total value of assets minus the total value of liabilities. The following tables include information related to our investments in limited partnerships that calculate NAV per share. For these investments, which are measured at fair value on a recurring basis, we use the NAV per share to measure fair value. Changes in the NAV of our limited partnerships are recorded through net income. The Company recognized net investment March 31, 2022 | 10-Q 19 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) related losses of $ 0.8 million on limited partnerships held for the three months ended March 31, 2022. These investments are included in other long-term investments on the consolidated balance sheets. March 31, 2022 December 31, 2021 Fair Value Using NAV Per Share Unfunded Commit- ments Life in years Fair Value Using NAV Per Share Unfunded Commit- ments Life in years (In thousands, except years) Limited partnerships Middle market Investments in privately-originated, performing senior secured debt primarily in North America-based companies $ 27,336 13,593 9 $ 21,947 18,712 10 Global equity fund Investments in common stocks of U.S., international developed and emerging markets with a focus on long-term capital growth 9,890 — 0 10,607 — 0 Late-stage growth Investments in private late-stage, established companies seeking capital to accelerate growth prior to an IPO or sale 21,564 7,256 6 20,468 4,459 6 Infrastructure Investments in climate infrastructure assets, focusing on renewable power generation in wind and solar energy 3,774 15,970 11 3,016 16,653 12 Total limited partnerships $ 62,564 36,819 $ 56,038 39,824 The majority of our limited partnership investments are not redeemable because distributions from the funds will be received when the underlying investments of the partnerships are liquidated. The life spans indicated above may be shortened or extended at the fund manager's discretion, typically in one or two-year increments. The global equity fund is redeemable monthly. We initially estimate the fair value of investments in limited partnerships by reference to the transaction price. Subsequently, we obtain the fair value of these investments from net asset value information provided by the general partner or manager of the investments, the financial statements of which are audited annually. We carried no limited partnership investments at cost at March 31, 2022 and December 31, 2021. We review the fair value hierarchy classifications each reporting period. Changes in the observability of the valuation attributes may result in a reclassification of certain financial assets. Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur. There were no transfers in or out of Level 3 during the three months ended March 31, 2022 or 2021. FINANCIAL INSTRUMENTS NOT CARRIED AT FAIR VALUE Estimates of fair values are made at a specific point in time, based on relevant market prices and information about the financial instruments. The fair values of financial instruments presented below are not necessarily indicative of the amounts the Company might realize in actual market transactions. March 31, 2022 | 10-Q 20 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) The carrying amount and fair value for the financial assets and liabilities on the consolidated balance sheets not otherwise disclosed for the periods indicated are as follows: March 31, 2022 December 31, 2021 (In thousands) Carrying Value Fair Value Carrying Value Fair Value Financial Assets: Policy loans $ 79,345 79,345 80,307 80,307 Commercial mortgage loan 1,000 1,000 1,000 1,000 Residential mortgage loans 145 167 148 169 Cash and cash equivalents 21,298 21,298 27,294 27,294 Financial Liabilities: Annuity - investment contracts 65,063 67,272 64,384 72,352 Policy loans. Policy loans had a weighted average annual interest rate of 7.7 % at March 31, 2022 and December 31, 2021 and no specified maturity dates. Policy loans are an integral part of the life insurance policies we have in force, cannot be valued separately and are not marketable. Therefore, the fair value of policy loans approximates the carrying value and policy loans are considered Level 3 assets in the fair value hierarchy. Commercial mortgage loan. We financed $ 1.0 million of the sale of our training facility at a 6.0 % interest rate. The loan is due in less than 1 year. Due to the short-term nature of the loan, the carrying value approximates fair value and is considered a Level 3 asset in the fair value hierarchy. Residential mortgage loans. Mortgage loans are secured principally by residential properties. Weighted average interest rates for these loans were approximately 6.4 % at March 31, 2022 and December 31, 2021. At March 31, 2022, maturities ranged from 5 to 18 years. Management estimated the fair value using an annual interest rate of 6.25 % at March 31, 2022. Our mortgage loans are considered Level 3 assets in the fair value hierarchy and are included in other long-term investments on the consolidated balance sheets. Cash and cash equivalents. The fair value of cash and cash equivalents approximate carrying value and are characterized as Level 1 assets in the fair value hierarchy. Annuity liabilities. The fair value of the Company's liabilities under annuity contract policies, which are considered Level 3 liabilities, was estimated at March 31, 2022 and December 31, 2021 using discounted cash flows based upon spot rates adjusted for various risk adjustments ranging from 1.57 % to 3.23 % and 0.50 % to 2.63 %, respectively. The fair value of liabilities under all insurance contracts are taken into consideration in the overall management of interest rate risk, which seeks to minimize exposure to changing interest rates through the matching of investment maturities with amounts due under insurance contracts. March 31, 2022 | 10-Q 21 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) Other long-term investments. Financial instruments included in other long-term investments are classified in various levels of the fair value hierarchy. The following table summarizes the carrying amounts of these investments. Carrying Value (In thousands ) March 31, 2022 December 31, 2021 Other long-term investments: Limited partnerships $ 62,564 56,038 FHLB common stock 192 192 Mortgage loans 1,145 1,148 All other investments 26 21 Total other long-term investments $ 63,927 57,399 We are a member of the Federal Home Loan Bank ("FHLB") of Dallas and such membership requires members to own stock in FHLB. Our FHLB stock is carried at amortized cost, which approximates fair value. (7) COMMITMENTS AND CONTINGENCIES LITIGATION AND REGULATORY ACTIONS From time to time, we are subject to legal and regulatory actions relating to our business. We may incur defense costs, including attorneys' fees, and other direct litigation costs associated with defending claims. If we suffer an adverse judgment as a result of litigation claims, it could have a material adverse effect on our business, results of operations and financial condition. CONTRACTUAL OBLIGATIONS As of March 31, 2022, CICA International is committed to fund investments up to $ 36.8 million related to limited partnerships previously described and other investments. CREDIT FACILITY On May 5, 2021 , the Company entered into a $ 20 million senior secured revolving credit facility (the “Credit Facility”) with Regions Bank ("Regions"). The Credit Facility has a three -year term, maturing on May 5, 2024 , and allows the Company to borrow up to $ 20 million for working capital purposes, capital expenditures and other corporate purposes. Revolving loans may be requested by the Company in aggregate minimum principal amounts of $ 0.5 million per loan. At the Company's election, the revolving loans may either bear a base rate, which is 1.75 % plus a base rate (a fluctuating rate per annum) equal to the greatest of (a) Regions' prime rate, (b) the federal funds rate plus 0.50 %, (c) the one-month LIBOR rate plus 1 %, and (d) 0.75 %; or an adjusted LIBOR rate, which is 2.75 % plus an adjusted LIBOR rate but cannot be less than 0.75 %. The Company is required to pay Regions a quarterly commitment fee of 0.375 % of the unused portion of the Credit Facility, which the Company expenses as it is incurred. Obligations under the Credit Facility are secured by substantially all of the assets of the Company other than the equity interests in all of the regulated insurance subsidiaries, real estate owned by the Company, and other limited exceptions. The Credit Facility contains customary events of default and financial, affirmative and negative covenants, including but not limited to restrictions on indebtedness, liens, investments, asset dispositions and restricted payments. As of March 31, 2022, the Company had no t borrowed any funds against the Credit Facility and was not in violation of any covenants. March 31, 2022 | 10-Q 22 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (8) INCOME TAXES CICA International, a wholly owned subsidiary of Citizens, is considered a controlled foreign corporation for federal tax purposes. As a result, the insurance activity of CICA International is subject to Subpart F of the IRC and is included in Citizens’ taxable income. Due to the 0% enacted tax rate in Bermuda, there are no deferred taxes recorded for CICA International's temporary differences. For the three months ended March 31, 2022 and March 31, 2021, the Subpart F income inclusion generated $ 0.8 million and $ 0.4 million, respectively, of federal income tax expense. A reconciliation between the U.S. corporate income tax rate and the effective income tax rate is as follows: Three Months Ended March 31, 2022 2021 (In thousands, except for %) Amount % Amount % Federal income tax expense: Expected tax expense (benefit) $ ( 205 ) 21.0 % $ ( 577 ) 21.0 % Foreign income tax rate differential ( 299 ) 30.7 % ( 152 ) 5.5 % Tax-exempt interest and dividends-received deduction ( 25 ) 2.6 % ( 30 ) 1.1 % Annualized effective tax rate adjustment 97 ( 10.0 ) % 655 ( 23.8 ) % Effect of uncertain tax position 12 ( 1.2 ) % 603 ( 21.9 ) % CICA International Subpart F income 754 ( 77.4 ) % 392 ( 14.3 ) % Nondeductible officer compensation 21 ( 2.2 ) % ( 73 ) 2.7 % Other 4 ( 0.4 ) % 7 ( 0.3 ) % Total federal income tax expense (benefit) $ 359 ( 36.9 ) % $ 825 ( 30.0 ) % Income tax expense consists of: Three Months Ended March 31, (In thousands) 2022 2021 Federal income tax expense: Current $ 172 1,257 Deferred 187 ( 432 ) Total federal income tax expense $ 359 825 March 31, 2022 | 10-Q 23 Table of Contents CITIZENS, INC . NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited ) (9) OTHER COMPREHENSIVE INCOME The changes in the components of other comprehensive income (loss) are reported net of the effects of income taxes of 21% as of the three months ended March 31, 2022 and 2021, as indicated below. Three Months Ended March 31, 2022 2021 (In thousands) Amount Tax Effect Total Amount Tax Effect Total Unrealized gains (losses): Unrealized holding gains (losses) arising during the period $ ( 132,765 ) 8,957 ( 123,808 ) ( 79,422 ) 5,373 ( 74,049 ) Reclassification adjustment for (gains) losses included in net income 59 ( 12 ) 47 ( 35 ) 7 ( 28 ) Effects on deferred policy acquisition costs 344 ( 72 ) 272 25,198 ( 6,317 ) 18,881 Effects on cost of insurance acquired 152 ( 32 ) 120 269 ( 56 ) 213 Effects on unearned revenue reserves ( 1,073 ) 225 ( 848 ) ( 1,943 ) 408 ( 1,535 ) Other comprehensive income (loss) $ ( 133,283 ) 9,066 ( 124,217 ) ( 55,933 ) ( 585 ) ( 56,518 ) (10) RELATED PARTY TRANSACTIONS The Company has various routine related party transactions in conjunction with our holding company structure, such as a management service agreement related to costs incurred, a tax sharing agreement between entities, and inter-company dividends and capital contributions. There were no changes related to these relationships during the three months ended March 31, 2022. See our Form 10-K for a comprehensive discussion of related party transactions. (11) SUBSEQUENT EVENTS The Company has evaluated the impact of subsequent events as defined by the accounting guidance through the date this report was issued and determined that no significant subsequent events need to be recognized or disclosed. March 31, 2022 | 10-Q 24 Table of Contents CITIZENS, INC. MANAGEMENT'S DISCUSSION & ANALYSIS